G8 EDUCATION LIMITED — Director's Dealing 2017

Jul 20, 2017

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity G8 Education Limited

ABN 95 123 828 553

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

We (the entity) give ASX the followingthe director for the purposes of section	information under listing rule 3.19A.2 and as agent for205G of the Corporations Act.
Name of Director	Gary Grant Carroll
Date of last notice	21 February 2017

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Gary Grant Carroll
Date of change	20 July 2017
No. of securities held prior to change	100,000 Ordinary Shares
Class	Performance Rights issued under the G8EducationExecutiveIncentivePlan(GEIP)
Number acquired	142,249
Number disposed	0

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	No amount is payable by Mr Carroll forthe grant or the exercise of the GEMPerformance Rights.Each GEM Performance Right entitles MrCarroll to receive upon vesting one fullypaid Ordinary GEM share.Vesting of GEM Performance Rights issubject to performance conditions andservice condition being met over a 3 yearperformance period. The testing of theperformance and service conditions willtake place after the release of the FYE2020 financial results.
No. of securities held after change	100,000 Ordinary Shares142,249 Performance Rights
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back	Performance Rights granted under the G8EducationExecutiveIncentivePlan(GEIP)

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest	Not applicable
Name of registered holder(if issued securities)	Not applicable
Date of change	Not applicable
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest after change Not applicable

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	No
If so, was prior written clearance provided to allow the tradeto proceed during this period?	Not applicable
If prior written clearance was provided, on what date was thisprovided?	Not applicable

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3